【導讀】鑒于許可方擁有具有一定價值并經(jīng)注冊的商標和服務標志，這一商標在廣播或電視中經(jīng)常使用，并出現(xiàn)在各。與許可方有密切關系;鑒于被許可方意于在制造、出售、分銷產(chǎn)品時使用這一商標;許可協(xié)議只在_________地區(qū)有效。被許可方同意不在其他。若滿足協(xié)議條件，本協(xié)議期限每年自動續(xù)展，直至。最后一次續(xù)展終止于_________年12月31日。協(xié)議產(chǎn)品的凈銷售額的_________%作為使用費。限度使用費將在第一期的最后一天或此前支付。時支付的預付款將不包括在內(nèi)。交付，同時提交的還有上述要求的報告。提出質(zhì)疑，被許可方需及時改正、支付。許可地內(nèi)的應繳國內(nèi)稅由被許可方支付。商標享有的所有權和其他權利，不質(zhì)疑本協(xié)議的有效性。訟的損害，許可方可選擇就這樣的訴訟進行辯護。被許可方的名義或雙方的名義針對索賠和訴訟應訴。制行為采取行動。護，并使許可方免受損失。包裝材料，以取得許可方的書面同意。而許可方除非提前60天書面通知。被許可方，不能撤銷其對樣品的同意。

　　

【正文】 io or television program or use he name or any person， character， symbol， design or likeness or visual epresentation thereof in any radio or television program. (3)licensee agrees not to offer for sale or advertise or publicize ny of the articles licensed hereunder on radio or television without the rior written approval of licensor， which approval licensor may grant or ithhold in its unfettered discretion. 10. distribution (1)licensee agrees that during the term of this license it will iligently and continuously manufacture， distribute and sell the articles overed by this agreement and that it will make and maintain adequate rrangement for the distribution of the articles. 33 (2)licensee shall not， without prior written consent of licensor， ell or distribute such articles to jobbers， wholesalers， distributors， etail stores or merchants whose sales or distribution are or will be made or publicity or promotional tiein purposes ， bination sales ， premiums ， iveaways ， or similar methods of merchandising， or whose business methods re questionable. (3)licensee agrees to sell to licensor such quantities of the rticles at as low a rate and on as good terms as licensee sells similar uantities of the articles to the general trade. 11. records licensee agrees to keep accurate books of account and records covering ll transactions relating to the license hereby granted ， and licensor and ts duly authorized representatives shall have the right at all reasonable ours of the day to an examination of said books of account and records nd of all other documents and materials in the possession or under the ontrol of licensee with respect to the 34 subject matter and terms of this greement， and shall have free and full access thereto for said purposes nd for the purpose of making extracts therefrom. upon demand of licensor， icensee shall at its own expense furnish to licensor a detailed statement y an independent certified public accountant showing the number， escription， gross sales price， itemized deductions from gross sales price nd sale price of the articles covered by this agreement distributed nd/or sold by licensee to the date of licensor39。s demand. all books of ccount and records shall be kept available for at least _________ years fter the termination of this license. 12. bankruptcy， violation， etc. (1)if licensee shall not have menced in good faith to manufacture nd distribute in substantial quantities all the articles listed in aragraph 1 within _________ months after the date of this agreement or if t any time thereafter in any calendar month licensee fails to sell any of he articles (or any class or category of the articles)， licensor in ddition to all other remedies available to it hereunder may terminate his license with respect to any articles or class or category 35 thereof hich have not been manufactured and distributed during such month， by iving written notice of termination to licensee. such notice shall be ffective when mailed by licensor. (2)if licensee files a petition in bankruptcy or is adjudicated a ankrupt or if a petition in bankruptcy is filed against licensee or if it ees insolvent， or makes an assignment for the benefit of its creditors r an arrangement pursuant to any bankruptcy law， or if licensee iscontinues its business or if a receiver is appointed for it or its usiness， the license hereby granted shall automatically terminate orthwith without any notice whatsoever being necessary. in the event this icense is so terminated， licensee， its receivers， representatives， rustees， agents， administrator， successors and/or assigns shall have no ight to sell， exploit or in any way deal with or in any articles covered y this agreement or any carton， container， packing or wrapping material， dvertising， promotional or display material pertaining thereto， except ith and under the special consent and instructions of licensor in riting， which they shall be obligated to follow. 36 (3)if licensee shall violate any of its other obligations under the erms of this agreement， licensor shall have the right to terminate the icense hereby granted upon _________ days39。 notice in writing， and such otice of termination shall bee effective unless licensee shall ompletely remedy the violation within the _________ day period and satisfy icensor that such violation has been remedied. (4)termination of the license under the provisions of paragraph 12 hall be without prejudice to any rights which licensor may otherwise have gainst licensee. upon the termination of this license， notwithstanding nything to the contrary herein， all royalties on sales theretofore made hall bee immediately due and payable and no minimum royalties shall be epayable or avoidable. 13. sponsorship by petitive product in the event that any of the articles listed in paragraph 1 conflicts ith any product of a present or future sponsor of a program on which the ame appears or is used， or with any 37 product of a subsidiary or affiliate f such sponsor， then licensor shall have the right to terminate this greement as to such article or articles by written notice to licensee ffective not less than _________ days after the date such notice is given. n the event of such termination， licensee shall have _________ days after he effective date of such termination to dispose of all of such articles n hand or in process of manufacture prior to such notice， in accordance ith the provisions of paragraph 15. however， in the event such ermination is effective as to all the articles subject to this agreement nd the advance guarantee for the then current year has not been fully ccounted for by actual royalties by the end of t